"Earth is our planet now, Starscream, and we shall finish what we started. Humankind has no idea what lies ahead for them."
As a still armless Megatron oversees the search for the Autobots' corpses in the ruins of their former base, Starscream hauls in Wheeljack, who survived the crash of the Jackhammer
. Megatron orders him interrogated in his fortress of Darkmount (guess New Kaon didn't stick for Megs), and Starscream declares it's the dawn of a new age, to Megatron's amusement. The Decepticons are able to find the Forge of Solus Prime and Airachnid in her stasis pod, but Megatron is enraged that they couldn't find any of the Autobots. He realizes Team Prime had fled through the Groundbridge before the blast, and orders Soundwave to increase global surveillance. The United States military attacks, but Megatron smugly wipes them out with the aid of some colossal fusion cannons at the top of Darkmount, also obliterating the abandoned Jasper. Megatron (now with his old arm back) warns Agent Fowler he'd be happy to wipe out the rest of the country if anyone tries anything else, and feigns a desire for peace and coexistence after the defeat of the Autobots. Fowler doesn't buy it, and voices his hope to June that the Autobots are still out there, laying low, unable to make contact. Fowler also has to contend with his superiors who are considering nuking the city to kill Megatron.
It turns out that Smokescreen returned to the base after the blast, and saved the mortally wounded Optimus from the Decepticons' scavenging. The battered Optimus is dragged to an underground cavern by Smokescreen using the Phase Shifter, which he recovered from Cybertron. Smokescreen resolves to find Ratchet to repair him, but a weak Optimus can only say there is "no hope" before drifting into stasis.
Bumblebee is able to evade a passing Vehicon thanks to his new black paint job, and he and Raf decide the best option is to reunite with everyone back in Jasper, while Miko and Bulkhead are heading for a meeting spot Bulkhead and Wheeljack decided on in a situation like this. Wheeljack isn't showing up anytime soon though, as he's being tortured by Starscream for information. Despite telling the truth that he surprised them and doesn't know anything, Starscream keeps it up, hoping he'll break.
Jack and Arcee are headed for Jasper when Arcee heads off to investigate a passing helicopter. Jack decides to chance a text to his mother, telling her he's safe and with Arcee. However, Soundwave immediately catches this and the Decepticons quickly mobilize to attack Jack, with Laserbeak providing a live feed for Megatron. Arcee returns and the two are able to destroy the Vehicons and take down Laserbeak. Soundwave is unable to get any footage from his fried Deployer.
Meanwhile, Knock Out has been on Cybertron, ordered by Megatron to search the ruins of the Omega Lock site for any Iacon relics. He returns to Earth with not only the Apex Armor, but Shockwave.
- Absentee Actor: Ratchet is the only Autobot whose current whereabouts aren't shown.
- An Arm and a Leg: Megatron is shown still missing part of his arm at the beginning of the episode. The original version was restored off-screen shortly into the episode, though.
- Badass in Distress: A damaged Wheeljack is shown being captured and later interrogated.
- Cool Chair: Megatron has a rather impressive one as his throne at the top of Darkmount.
- Curb-Stomp Battle: American military forces descend on Jasper and are easily crushed by Darkmount's fusion cannons.
- Dangerously Genre Savvy: Megatron orders Knock Out to take a team back to Cybertron and secure any relics left behind last episode. Knock Out finds the Apex Armor, but more importantly, Shockwave.
- Genre Savvy: Fowler immediately sees through Megatron's "co-existence" rhetoric. He also tries to inform his superiors that no Earth military can oppose the Decepticons without heavy casualties.
- Mythology Gag: "Darkmount" was a fortress from Generation One commanded by Straxus.
- No One Gets Left Behind: Smokescreen went back for Optimus because he couldn't stand the idea of Prime facing Megatron and the Decepticons all alone.
- Not Quite Dead: We find out Optimus was rescued from certain death thanks to Smokescreen.
- Wheeljack was pulled from the wreckage of the Jackhammer, damaged but alive.
- Airachnid's stasis pod is shown as still intact and now in Decepticon custody.
- The end reveals that Shockwave survived the events of "Out of the Past," much to the others' surprise.